UNIVERSITY 

OF  CALIFORNIA 

LOS  ANGELES 


SCHOOL  OF  LAW 
LIBRARY 


J- 


^ 


Digitized  by  the  Internet  Archive 

in  2008  with  funding  from 

IVIicrosoft  Corporation 


http://www.archive.org/details/declarationsoftrOOsear 


Declarations   of  Trust   as 

Effective   Substitutes 

for   Incorporation 


\ 


BY  JOHN  H.  SEARS,  OF  THE  ST,  LOUIS  BAR 

AUTHOR  OF  "SEARS  ON  CORPORATIONS  IN 
MISSOURI"  and  "THE  FEDERAL  CORPORA- 
TION TAX  ANNOTATED" 


1911 
COUNSELORS    PUBLISHING    COMPANY 

Saint   Louis,  Missouri 


\911 


Copyright,  1911 

by 

JOHN  H.  SEARS 


All  rights  reserved 


DECLARATIONS  OF  TRUST  AS   EFFECTIVE  SUB- 
STITUTES FOR  INCORPORATION. 


"MASSACHUSETTS   LAND   TRUSTS." 


1.  Introduction. 

2.  Comparison  of  Corporate  Attributes  and  those  of 
Trust  Estates. 

3.  Advantages  of  the  Trust  Method  over  Incorpora 
tion. 

4.  Form  of  Declaration  of  Trust  formed  to  hold  Real 
Estate. 

5.  Form  of  Declaration  of  Trust  formed  to  handle 
Personal  Property. 

1.  Introduction. — The  decision  of  the  United  States 
Supreme  Court  in  the  consolidated  case  of  Eliot  v.  Freeman 
et  al.,  and  Maine  Baptist  Missionary  Convention  v.  Cot- 
ting  et  al,  31  Sup.  Ct.  Rep.  360  (1911),  holding  that  the  so- 
called  Massachusetts  Trusts  are  not  subject  to  the  Federal 
excise  tax  on  corporations,  has  emphasized  the  importance 
of  this  method  of  conducting  business  as  compared  with 
incorporation.  The  laws  of  Massachusetts  do  not  permit 
of  incorporation  for  the  purpose  of  holding  or  dealing  in 
real  estate,  except  by  special  charter,  and  as  special  char- 
ters are  difficult  to  secure,  the  best  legal  talent  was  soon  im- 
pressed into  the  service  of  devising  a  means  of  affording 
the  usual  advantages  belonging  to  a  corporation  without  the 
authority  of  any  legislative  act.  A  method  of  placing  the 
property  in  the  hands  of  trustees,  who  held  the  legal  title 
and  issued  certificates,  similar  to  shares  of  stock,  to  the 


cestuis  qui  trust,  showing  the  interest  owned  by  each,  pos- 
sessed nearly  all  the  advantages  desired.  Its  efficiency  was 
soon  appreciated.  At  first  applied  to  real  estate,  they 
became  and  are  still  known  as  the  ''Massachusetts  Land 
Trusts. ' '  Their  advantages  so  appealed  to  others  in  Mas- 
sachusetts who  were  acquainted  with  them  that  they 
applied  them  to  the  holding  of  personal  property,  and 
a  declaration  of  trust  for  this  purpose,  known  as  "The  Mas- 
sachusetts Electric  Companies,"  is  set  forth  in  this  book. 
We  understand  that  this  instrument  was  drawn  by  Richard 
Olney,  one  time  Attorney  General  and  later  Secretary  of 
State  of  the  United  States.  As  these  trusts  are  effected 
under  the  common  law,  it  is  apparent  that  organizers  out- 
side of  Massachusetts  may  profit  by  the  examples  afforded. 
Increasing  restrictions  and  regulations  imposed  upon  cor- 
porations invite  attention  to  methods  other  than  corporate. 
Several  of  the  States  provide  for  the  organization  of  "joint 
stock  companies  and  associations,"  in  addition  to  incorpora- 
tion. 

Pennsylvania,  Act  of  June  2,  1874 ; 
Virginia,  Act  of  March  2,  1875 ; 
Michigan,  Compiled  Laws,  1897,  Ch.  160 ; 
New  Jersey,  General  Statutes,  1896,  p.  2240 ; 
Ohio,  General  Code,  1910,  Sec.  8059 ; 
New  York,  "Joint  Stock  Association  Laws,"  Con- 
solidated Laws  of  N.  Y.  (1909),  p.  1873-1876. 

While  these  joint  stock  companies  have  an  artificial 
eDiny,  they  do  not  provide  against  individual  liability  as 
ooes  incorporation.  They  possess  some  of  the  character- 
istics of  corporations  and  some  of  the  characteristics  of  co- 
partnerships. However,  they  are  organized  under  enabling 
statutes  which  enlarge  the  privileges  possessed  at  common 
law,  and  they  are,  therefore,  subject  to  State  regulations, 
which  may  be  equally  burdensome  to  those  imposed  upon 
corporations.  An  organization  under  the  common  law, 
with  no  special  privilege  or  franchise  from  legislative 
authority,  is  the  organization  that  can  do  the  same  acts  as 


an  individual,  with  no  further  restrictions  than  are  placed 
upon  individuals.  Such  an  organization  is  afforded  by  thf. 
declarations  of  trust  herein  set  forth. 


2.  Comparison  of  Corporate  Attributes  and  those 
of  Trusts. — A  comparison  of  the  usual  corporate  advan- 
tages and  the  method  of  equaling  or  approaching  them, 
arrived  at  in  the  declarations  of  trust  for  this  purpose,  will 
be  noted  as  follows : 


Advantages  of  Incorpora- 
tion. 


Corresponding     Provision 
in  Trust  Agreements. 


1.     Continued  Exist- 
ence. 
(Perpetual    or    a    certain 
number  of  years.) 


1.  The  trust  continues 
for  twenty  years  after  the 
death  of  the  last  surviving 
original  subscriber.  This 
prevents  violation  of  the 
rule  against  perpetuities. 
The  agreement  provides 
that  the  death  of  a  share- 
holder merely  entitles  his 
legal  representatives  to  a 
new  certificate.  The  share- 
holders have  no  right  to  call 
for  partition  or  division  of 
the  property. 


Limited  Individual 
Liability. 


2.  The  liability  of  the 
shareholders  to  the  organ- 
ization for  assessments  is 
limited  by  the  terms  of  the 
agreement.  x\s  to  third  par- 
ties, the  trustees  are  re- 
quired to  provide  in  their 
contracts  that  only  prop- 
erty in  their  hands  as  trus- 
tees  shall   be   answerable. 


Hussey  v.  Arnold  et  al.,  185 
Mass.  203  (1904). 

Whether  there  is  an  indi- 
vidual liability  for  torts 
and  implied  contracts  is  ap- 
parently undecided  at  this 
writing  ( October,  1911 ) . 
This,  however,  would  not 
be  important,  except  in  case 
of  insolvency  of  the  organ- 
ization. 


3.  The  base  with  which 
the  owners  of  shares  of 
stock  may  dispose  of 
them  by  will^  sale^  or 
otherwise. 


3.  The  trustees  issue  cer- 
tificates for  the  number  of 
shares  to  which  each  is  en- 
titled. These  certificates 
have  a  par  value,  entitle  the 
holder  to  one  vote  for  each 
share,  and  are  transferable 
on  the  books  of  the  trustees. 


4.  The  safety  and  con- 
venience OF  regular  meet- 
ings AND  OF  CONDUCTING 
BUSINESS  THROUGH  THE  AU- 
THORITY OF  A  BOARD  OF  DI- 
RECTORS OF  LIMITED  AND  DE- 
FINED POWERS. 


4.  The  shareholders  meet 
annually,  and  they  have 
such  special  meetings  as 
may  be  necessary.  The 
shareholders,  at  such  meet- 
ings, fill  vacancies  in  the 
number  of  trustees,  and 
may  depose  any  or  all  of 
the  trustees  and  elect  oth- 
ers. The  trustees  have  ex- 
clusive management ;  under 
the  terms  of  the  trust,  they 
may  borrow  money  and 
mortgage  the  assets,  and 
perform  other  acts,  prac- 
tically the  same  as  directors 
of  a  corporation. 


5.  Bringing  and  defend-  5.    Same  rules  as  to  par- 
iNG  LITIGATION  IN  THE  COR-        ties  and  procedure  at  law 
PORATE  name  AND  ENTITY.            and  in   equity  as  are   ap- 
plicable to  all  trust  estates. 

6.  Broad  POWERS.    Hold-  6.    The  powers  of  such 
ING  Companies,  etc.                    an    organization    may    be 

broader  than  most  corpora- 
tions, as  it  may  provide  for 
whatever  any  individual 
may  do.  Ownership  of 
stocks  in  incorporated  com- 
panies may  be  provided  for. 

3.    Advantages  of  the  Trust  Method  Over  Incorpora- 
tion. 

1.  Taxation  peculiar  to  corporations,  as,  for  example, 
Federal  excise  tax  {Eliot  v.  Freeman  et  al.,  31  Sup.  Ct.  Rep. 
360)  and  state  organization  and  franchises  taxes  are 
avoided. 

2.  Reports  required  of  corporations  need  not  be  filed. 

3.  The  trustees  do  not  have  to  comply  with  the  foreign 
corporation  laws  of  various  States. 

4.  There  is  no  legal  obligation  to  maintain  the  capital 
and  refrain  from  paying  dividends  out  of  capital. 

5.  As  shares  of  stock  in  corporations  are  personal 
property  in  the  hands  of  the  owner,  there  are  often  two 
taxes  on  the  same  property,  first  against  the  corporation 
and  then  against  the  owner  of  the  stock.  A  cestui  qui 
trust,  under  these  trust  agreements,  has  merely  an  equita- 
ble interest  in  the  property. 

6.  The  interests  of  cestuis  qui  trust  are  well  pro- 
tected by  courts  of  equity.  The  power  to  secure  informa- 
tion as  to  the  actions  of  the  trustees  and  the  status  of  the 
trust  fund  is,  no  doubt,  superior  to  the  rights  and  remedies 
of  stockholders  in  corporations. 

7.  Dissolution  may  be  effected  without  formalities  re- 
quired of  corporations. 


4.    Form  of  Declaration  of  Trust  Formed  to  Hold 
Real  Estate. 

AN  AGREEMENT  AND  DECLARATION  OF 
TRUST  made  by  the  subscribers,  this  14th  day  of  April, 
1894,  for  the  purpose  of  purchasing  certain  real  estate 
known  as  the  Tremont  House  Estate  and  an  adjoining  prop- 
erty situated  on  Tremont  and  Beacon  Streets  and  Tremont 
Place,  in  Boston. 

1.     The  trustees  under  this  agreement  are  authorized 
as  such  trustees  to  purchase  said  estates  and  any  existing 
leases  thereto,  and  to  proceed  to  the  erection  of  a  new  build- 
ing as  soon  as  practicable,  and  may  as  such  trustees  make 
all  necessary  contracts  and  agreements  for  such  purchase 
and  for  such  new  building,  including  any  agreement  they 
may  think  advisable  for  straightening  or  altering  bounda- 
ries, and  may  if  they  deem  expedient  for  the  adjustment  of 
boundaries  acquire  additional  adjoining  estates  or  release 
portions  of  the  trust  estate,  and  may  make  leases  of  the 
property  or  any  part  thereof  held  by  them  on  such  terms  as 
they  may  think  best,  but  they  shall  make  no  lease  for  a  term 
of  more  than  five  years  or  for  an  annual  rent  of  more  than 
110,000,  unless  authorized  by  vote  of  the  shareholders,  ex- 
cept that  they  may  make  a  lease  of  certain  portions  of  said 
building  to  one  tenant  for  the  term  of  not  more  than  twenty 
years  and  at  an  annual  rental  of  not  less  than  |24,500. 
After  the  new  building  is  completed  the  trustees  shall  incur 
no  debt  or  liability  except  such  as  may  be  incidental  to  the 
management  of  the  property  held  by  them,  and  then  only 
for  an  amount  not  exceeding  in  the  aggregate  at  any  one 
time  120,000.     The  trustees  shall  have  no  power  to  bind  the 
shareholders  personally  (and  in  every  written  contract  they 
shall  enter  into  reference  shall  be  made  to  this  declaration 
of  trust),  and  the  person  or  corporation  contracting  with 
the  trustees  shall  look  to  the  funds  and  property  of  the  trust 
for  the  payment  under  such  contract  or  for  the  payment  of 
any  debt,  mortgage,  judgment,  or  decree,  or  of  any  money 

8 


that  may  otherwise  become  due  or  payable  by  reason  of  the 
failure  on  the  part  of  said  trustees  to  perform  such  con- 
tracts in  whole  or  any  part,  and  neither  the  trustees  nor  the 
shareholders  present  or  future  in  this  company  shall  be 
personally  liable  therefor. 

2.  The  title  of  the  trustees  shall  be  ' '  Trustees  of  the 
Tremont  Building/'  and  any  property  conveyed  to  them 
under  that  description  shall  be  held  by  them  in  trust  under 
this  agreement. 

3.  The  trustees  shall  give  receipts  for  installments  on 
subscriptions  when  paid,  and  on  the  payment  of  the  last  in- 
stallment shall  issue  certificates  in  exchange  for  such  re- 
ceipts in  shares  of  $100.00  each  for  each  flOO.OO  paid.  Such 
receipts  and  certificates  shall  be  transferable  only  on  the 
books  of  the  trustees  upon  surrender  thereof,  all  install- 
ments due  having  first  been  paid  and  the  acceptance  of  a 
receipt  or  certificate  shall  make  the  person  named  therein  a 
party  to  this  agreement.  The  term  "shareholder"  used  in 
this  agreement  shall  mean  holder  of  record  of  a  receipt  or  a 
certificate. 

4.  Interest  at  the  rate  of  4  per  cent  per  annum  and  all 
taxes  and  assessments  shall  be  added  to  the  cost  of  the 
building  and  paid  semi-annually  to  the  subscribers  froni 
the  date  of  their  respective  payments  of  subscriptions  until 
the  substantial  completion  of  said  building.  The  cost  of 
said  building  shall  also  include  1  per  cent  on  the  amount  of 
subscriptions  procured  by  Alexander  S.  Porter  and  T.  Den- 
nie  Boardman  (which  shall  be  paid  to  them  for  their  serv- 
ices and  expenses  in  promoting  this  enterprise  and  procur- 
ing subscriptions  to  this  agreement)  and  also  1  per  cent  on 
the  gross  amount  of  rental  on  any  lease  negotiated  by  them 
at  the  lower  floor  and  basement  of  said  building,  and  also 
a  reasonable  compensation  to  be  paid  the  trustees  for  their 
services  rendered  during  construction. 

5.  The  trustees  shall  have  a  reasonable  compensation 


after  construction  of  building,  and  shall  make  such  divi- 
dends among  the  shareholders  as  they  may  deem  expedient. 

6.  The  trustees  shall  call  meetings  of  the  shareholders 
annually  on  the  third  Wednesday  of  March,  and  shall  report 
their  receipts  and  expenses  for  the  year  ending  on  the  31st 
of  January  preceding.  They  may  call  special  meetings  of 
the  shareholders  at  any  time,  and  shall  do  so  upon  the  writ 
ten  request  of  the  holders  of  one-twentieth  of  the  shares. 

7.  Notices  of  meetings,  of  calls  for  payments  of  sub- 
scriptions, or  for  any  other  purpose,  shall  be  deemed  bind- 
ing upon  each  subscriber  and  shareholder  if  mailed  prepaid 
tc  the  last  address  given  by  him  to  the  trustees,  or  in  default 
thereof,  to  his  last  given  place  of  business  or  abode.  No- 
tices of  meetings  shall  be  given  seven  days  beforehand,  and 
may  be  given  by  advertisement  for  three  successive  days 
in  two  daily  papers  published  in  said  Boston,  or  by  mail, 
at  the  option  of  the  trustees.  In  notices  of  special  meet- 
ings the  purpose  therefor  shall  be  stated. 

8.  Shareholders  may  vote  by  proxy.  At  any  annual 
meeting  or  special  meeting  called  for  the  purpose  the  hold- 
ers of  a  majority  of  the  entire  number  of  shares  may  fill  any 
vacancy  existing  in  the  number  of  trustees,  may  depose  any 
or  all  of  the  trustees  and  elect  others  in  their  place,  may 
authorize  a  sale  or  mortgage  of  the  real  estate  or  any  part 
thereof  held  by  trustees,  and  may  alter  or  amend  this  agree- 
ment. For  all  other  purposes  a  majority  of  those  sharehold- 
ers present  may  decide  at  such  meetings,  and  ten  sharehold- 
ers or  their  proxies  representing  one-fifth  of  all  the  shares 
shall  constitute  a  quorum.  No  such  alteration  or  amend 
ment  of  this  agreement  or  deposition  or  appointment  of 
trustee  shall  affect  any  person  not  having  actual  notice 
thereof  until  recorded  in  Registry  of  Deeds  for  Suffolk 
County,  nor  shall  any  such  alteration  or  amendment  or 
other  action  affect  rights  (previously  acquired)  of  any  third 
person.  A  certificate  signed  by  the  chairman  of  such  meet- 
ing shall,  if  countersigned  by  at  least  one  of  the  trustees, 
be  conclusive  evidence  of  the  regularity  of  the  meeting  and 

lO 


of  the  vote  having  been  passed  by  the  requisite  majority 
and  of  all  facts  stated  in  such  vote  or  certificate  material 
to  title. 

9.  Any  vacancy  in  the  number  of  trustees  may  be 
filled  by  the  remaining  trustee  until  the  next  annual  meet- 
ing of  the  shareholders  or  special  meeting  called  for  the  pur- 
pose of  filling  such  vacancy.  The  acting  trustee  or  trustees 
from  time  to  time  shall  have  all  the  powers  of  original  trus- 
tees. Upon  resignation,  decease,  incapacity,  or  removal,  or 
vacancy  for  any  cause,  the  title  of  the  outgoing  trustee 
shall  rest  in  the  remaining  trustee,  and  upon  the  filling  of 
any  vacancy  by  the  shareholders  as  aforesaid  the  title  of  the 
whole  trust  property  shall  rest  in  the  new  board  jointly. 

10.  No  sale  or  mortgage  of  the  real  estate  held  by  the 
trustees,  or  any  part  thereof,  shall  be  made  by  them  unless 
authorized  by  vote  of  the  shareholders  as  provided  above, 
except  that  the  trustees  may  sell  all  the  trust  property  at 
the  expiration  of  the  trust  in  default  of  action  relative 
thereto  by  the  shareholders. 

11.  This  trust  shall  not  continue  in  any  event  longer 
than  twenty  years  after  the  death  of  the  last  surviving  sub- 
scriber hereto.  The  trustees  shall  not  be  required  to  give 
bond,  and  each  shall  be  liable  only  for  his  own  acts,  and 
then  only  for  wilful  breach  of  trust. 

12.  Any  certificate  or  paper  signed  by  the  trustees  or 
any  of  them  or  by  the  shareholders,  or  a  copy  of  the  record 
of  any  of  their  proceedings  certified  by  any  one  of  the  trus- 
tees which  it  may  be  deemed  desirable  to  record  in  the  Regis- 
try of  Deeds  for  the  County  of  Suffolk,  may  be  acknowl- 
edged by  any  one  of  the  trustees  or  parties  signing  in  the 
manner  prescribed  for  the  acknowledgment  of  deeds  in  Mas- 
sachusetts. 

13.  We  the  subscribers  agree  to  pay  to  the  trustees 
the  amounts  stated  against  our  names,  in  such  sums  and  at 
such  times  as  the  trustees  may  require,  and  in  case  any  sub- 
scriber neglects  to  pay  any  installment  required  by  the 


II 


trustees  in  twenty  days  after  notice,  the  amount  of  his  sub- 
scription then  unpaid  may  be  canceled  at  the  option  of  the 
trustees,  who  may  accept  another  subscriber  in  his  place. 

14.  The  limit  of  subscriptions  hereto  shall  be  the  sum 
of  12,700,000,  and  no  subscription  shall  be  binding  until  the 
total  amount  reaches  the  sum  of  |1,400,000.  It  being  un- 
derstood that  the  remaining  $1,300,000  is  to  be  raised  by  a 
mortgage  of  the  said  real  estate. 

15.  The  first  trustees  under  this  agreement  shall  be 
Charles  E.  Cotting  and  Francis  C.  Welch,  both  of  said 
Boston,  who  signify  their  acceptance  of  the  trust  by  sub- 
scribing their  names  thereto.  No  surety  or  sureties  shall 
have  to  be  required  of  any  trustee  acting  hereunder. 

CHARLES  E.  COTTING, 
FRANCIS  C.  WELCH, 

Trustees. 

'Name.  Amount.  Name.  Amount. 

Estate   of  Fred   L. 

Ames,   by   Oliver 

Ames  2d,  Samuel 

Carr,  Exca |200,000    H.  H.  Hunnewell.  .|200,000 

B.    P.   Cheney,    By  Henry  Lee 100,000 

B.     P.     Cheney,  David  Sears 50,000 

Jr.,  Attorney  . . .   200,000   Grant  Walker 60,000 

Etc.,  etc. 

I,  Andrew  C.  Wheelwright,  hereby  certify  that  I  was 
the  Chairman  of  a  Special  Meeting  of  the  shareholders  of 
the  Tremont  Building  Trust  under  an  Agreement  and  Dec- 
laration of  Trust  made  April  14th,  1894,  and  recorded  with 
Suffolk  Deeds,  lib.  2212,  Page  210,  duly  called  for  the  pur- 
pose and  held  at  Boston  on  Tuesday  the  fifth  day  of  March, 
A.  D.  1901,  and  that  at  said  meeting  the  holders  of  a  ma- 
jority of  the  entire  number  of  shares  passed  the  following 
vote,  amending  said  Agreement  and  Declaration  of  Trust. 


12 


VOTED :    That  the  Agreement  and  Declara- 
tion of  Trust  dated  April  14th,  1894,  and  recorded 
with  Suffolk  Deeds,  lib.  2212,  Page  210,  be  and  the 
same  hereby  is  altered  and  amended  as  follows: 
The  Trustees  under  said  agreement  are  authorized 
to  purchase  the  estate  on  the  westerly  corner  of 
Beacon  Street  and  Tremont  Place,  in  Boston,  now 
belonging  to  Walter  J.  Otis  and  numbered  six  on 
said  Beacon  Street,  and  one  and  three  on  said 
Tremont  Place,  also  the  adjoining  estate  on  said 
Tremont  Place  now  belonging  to  Isidore  B.  Rag- 
giotti  and  numbered  five  on  said  Tremont  Place, 
containing  together  about  four  thousand,   eight 
hundred  and  sixty-five  square  feet,  and  any  exist- 
ing leases  and  mortgages  thereon,  and  to  proceed 
to  erect  thereon  a  ''building  of  the  first  class," 
said  real  estate  when  so  purchased  to  be  held  by 
the  said  trustees  upon  the  trusts  set  forth  in  said 
agreement  and  with  the  same  powers  in  all  re- 
spects as  if  the  same  had  been  included  within  the 
scope  of  the  original  trust,  and  upon  the  comple- 
tion of  such  building  or  at  any  time  thereafter 
said  trustees  are  authorized  to  issue  from  time  to 
time  such  additional  stock  on  such  terms  as  to 
them  shall  seem  best  to  pay  for  said  land,  the  can- 
cellation of  leases  and  mortgages  and  the  con- 
struction of  such  building  and  any  incidental  ex- 
penses connected  therewith. 

I  further  certify  that  at  said  meeting  the  holders  of  a 
majority  of  the  entire  number  of  shares  passed  the  fol- 
lowing vote: 

VOTED:  To  provide  means  of  paying  for 
the  land  situated  on  the  westerly  corner  of  Bea- 
con Street  and  Tremont  Place,  numbered  six  on 
Beacon  Street  and  one,  three,  and  five  on  Tremont 
Place,  containing  together  about  four  thousand, 

13 


eight  hundred  and  sixty-five  square  feet,  the  can- 
cellation of  leases,  the  discharge  of  mortgages, 
and  the  erection  of  a  building  thereon;  the  trus- 
tees are  authorized  to  borrow  from  time  to  time 
such  money  as  in  their  opinion  is  necessary  for 
those  purposes,  and  to  give  the  notes  or  obligations 
of  the  trustees  therefor  on  such  time  and  bearing 
interest  at  such  rate  as  to  the  trustees  shall  seem 
best,  which  notes  shall  be  enforceable  against  any 
property  now  or  hereafter  held  under  the  agree- 
ment of  trust,  and  to  secure  payment  for  such 
notes  or  obligations  by  giving  a  power  of  sale, 
mortgage  or  mortgages  in  such  form  as  they  may 
deem  expedient  covering  said  land  and  buildings. 
No  mortgagee,  however,  to  be  under  any  obliga- 
tion to  see  to  the  application  of  the  money  lent. 

Witness  my  hand  this  30th  day  of  March,  A.  D.  1901. 
ANDREW  C.  WHEELWRIGHT. 
Countersigned : — 

CHARLES  E.  COTTING, 
FRANCIS  C.  WELCH, 

Trustees  of  Tremont  Building, 

Under  an  Agreement  and  Declaration  of 
Trust  made  April  14th,  1894,  and  re- 
corded with  Suffolk  Deeds,  lib.  2212, 
Page  210. 

Commonwealth  of  Massachusetts,    ) 
Suffolk.  j  ^^• 

Then  personally  appeared  the  above  named  Charles  E. 
Cotting  and  Francis  C.  Welch,  and  acknowledged  the  fore- 
going instrument  by  them  subscribed  to  be  their  free  act 
and  deed  as  Trustees. 

Before  me,  ERNEST  DANE, 

Recorded : Justice  of  the  Peace. 

April  2d,  1901,  one  o'clock  and 
twenty-eight  minutes  P.  M. 


14 


5.    Form  of  Declaration  of  Trust  Forrned  to  Handle 
Personal  Property. 

Agreement  and 
Declaration  of  Trust  of  the 

MASSACHUSETTS  ELECTKIO  COMPANIES. 

Dated:     June  29th,  1899. 

THIS  AGREEMENT,  made  this  twenty-ninth  day  of 
June,  A.  D.  1899,  by  and  between  E.  Rollins  Morse,  Henry 
Russell  Shaw,  Robert  W.  Emmons,  2d,  and  George  W. 
Parker,  co-partners  under  the  firm  name  of  E.  Rollins 
Morse  and  Brother,  and  William  A.  Tucker,  S.  Reed  An- 
thony, Philip  L.  Saltonstall  and  Nathan  Anthony,  co-part- 
ners under  the  firm  name  of  Tucker,  Anthony  and  Com- 
pany, together  with  their  assigns,  herein  designated  as  the 
''SUBSCRIBERS,"  and  Gordon  Abbott,  Charles  Francis 
Adams,  2d,  S.  Reed  Anthony,  John  N.  Beckley,  Amos  F. 
Breed,  Everett  W.  Burdett,  Charles  E.  Cotting,  Eugene  N. 
Foss,  Walter  Hunnewell,  Stillman  F.  Kelley,  E.  Rollins 
Morse,  Richard  Olney,  Percy  Parker,  S.  Endicott  Peabody, 
and  Philip  L.  Saltonstall,  together  with  their  successors, 
herein  designated  as  the  "TRUSTEES,"  witnesseth : 

That 

WHEREAS  the  subscribers  propose  to  transfer,  as- 
sign, and  deliver  to  the  Trustees,  under  the  designation  of 
"MASSACHUSETTS  ELECTRIC  COMPANIES,"  certain 
shares  of  the  capital  stock  and  other  securities  of  sundry 
street  railways  and  other  companies  and  contracts  to  pur- 
chase the  same  and  also  other  property,  as  shown  in  a  sched- 
ule identified  by  the  signatures  of  the  parties  hereto  and 
filed  with  the  Trustees ;  and  the  Trustees  for  the  purpose  of 
defining  the  interests  of  the  subscribers  and  their  assigns 
in  such  property,  have  agreed  to  issue  to  the  Subscribers 
negotiable  certificates  for  two  hundred  and  forty  thousand 

15 


(240,000)  shares,  of  which  one  hundred  and  twenty  thou- 
sand (120,000)  shall  be  preferred  and  one  hundred  and 
twenty  thousand  (120,000)  shall  be  common,  each  share  to 
be  expressed  of  the  par  value  of  one  hundred  ( 100 )  dollars, 
and  all  of  said  shares  to  be  issued  to  the  Subscribers  in  the 
following  proportions,  viz : 

To  said  E.  Kollins  Morse  and  Brother,  or  order,  60,000 
preferred  shares  and  60,000  common  shares ;  to  said  Tucker, 
Anthony  &  Company,  or  order,  60,000  preferred  shares  and 
60,000  common  shares. 

NOW,  THERE FOKE,  the  Trustees  hereby  declare  that 
they  will  hold  said  property  so  to  be  transferred  to  them,  as 
well  as  all  other  property  which  they  may  acquire  as  such 
Trustees,  together  with  the  proceeds  thereof,  in  trust,  to 
manage  and  dispose  of  the  same  for  the  benefit  of  the  hold- 
ers from  time  to  time,  of  the  certificates  of  shares  issued 
hereunder,  according  to  the  priorities  expressed  in  said  cer- 
tificates, and  in  the  manner  and  subject  to  the  stipulations 
herein  contained,  to-wit : 

FIRST.  The  Trustees,  in  their  collective  capacity, 
shall  be  designated,  so  far  as  practicable,  as  the  "MASSA- 
CHUSETTS ELECTRIC  COMPANIES,"  and  under  that 
name  shall,  so  far  as  practicable,  conduct  all  business  and 
execute  all  instruments  in  writing,  in  performance  of  their 
trust. 

SECOND.  The  Trustees  shall  always  be  fifteen  in 
number,  and  of  the  Trustees  herein  mentioned  by  name,  S. 
Reed  Anthony,  Everett  W.  Burdett,  E.  Rollins  Morse,  S. 
Endicott  Peabody,  and  Philip  L.  Saltonstall,  shall  hold 
office  until  the  first  annual  meeting  of  the  shareholders; 
Gordon  Abbott,  John  N.  Beckley,  Amos  F.  Breed,  Walter 
Hunnewell,  and  Stillman  F.  Kelley,  shall  hold  office  until 
the  second  annual  meeting  of  the  shareholders ;  and  Charles 
Francis  Adams,  2d,  Charles  E.  Cotting,  Eugene  N.  Foss, 

i6 


Richard  Olney,  and  Percy  Parker,  shall  hold  office  until 
the  third  annual  meeting  of  the  shareholders;  except  that 
said  Trustees,  as  well  as  any  Trustees  hereafter  elected, 
shall  in  all  cases  hold  office  until  their  successors  have  been 
elected  and  accepted  this  trust. 

The  shareholders  shall,  at  each  annual  meeting,  or  ad- 
journment thereof,  elect  five  Trustees  to  serve  for  the  term 
of  three  years  next  ensuing.  In  case  of  the  death,  resigna- 
tion, or  inability  to  act  of  any  of  said  Trustees,  the  remain- 
ing Trustees  shall  accept  any  resignation  and  fill  any  va- 
cancy for  the  unexpired  term.  As  soon  as  any  Trustees 
elected  by  the  shareholders  or  by  the  remaining  Trustees  to 
fill  a  vacancy  have  accepted  this  trust,  the  trust  estate  shall 
rest  in  the  new  Trustees  or  Trustee,  together  with  the  con- 
tinuing Trustees,  without  any  further  act  or  conveyance. 

THIRD.  The  Trustees  shall  hold  the  legal  title  to  all 
property  at  any  times  belonging  to  their  trust,  and  shall 
have  and  exercise  the  exclusive  management  and  control  of 
the  same;  they  shall  assume  all  contracts  for  and  obliga- 
tions and  liabilities  in  connection  with  or  growing  out  of 
the  purchase  of  the  stock  or  securities  assigned  to  them  by 
the  Subscribers  and  mentioned  in  the  annexed  schedule,  and 
to  the  extent  and  value  of  such  stock  and  securities,  but  not 
personally,  shall  agree  to  hold  the  Subscribers  and  any  per- 
son associated  or  acting  with  them  harmless  and  indem- 
nified from  and  against  any  loss,  cost,  expense,  or  liability 
upon,  by  reason  of,  or  in  connection  with,  any  such  contract, 
obligation  or  liability;  they  may  adopt  and  use  a  common 
seal;  they  shall  have  power  to  vote  in  person  or  by  proxy 
upon  all  shares  of  stock  at  any  time  belonging  to  the  trust, 
and  to  collect,  receive,  and  receipt  for  the  dividends  thereon, 
and  may  contract  with  each  or  any  of  the  controlled  compa- 
nies in  respect  of  any  matter  or  matters  relating  to  the 
operation  of  the  road  or  the  conduct  of  the  business  of  any 
such  company  or  companies,  to  collect,  sue  for,  receive  and 
receipt  for  all  sums  of  money  at  any  time  coming  due  to 

17 


said  trust;  to  employ  counsel  to  begin,  prosecute,  defend 
and  settle  suits  at  law,  in  equity  or  otherwise,  and  to  com- 
promise or  refer  to  arbitration  any  claims  in  favor  of  or 
against  the  trust;  they  may  also,  with  the  consent  of  not 
less  than  ten  of  their  number  given  at  a  meeting  called  for 
that  purpose,  but  not  otherwise,  exchange,  upon  such  terms 
as  may  be  agreed  upon,  the  stock  or  securities  held  by  them 
in  any  corporation  for  the  stock  or  securities  of  any  other 
corporation,  taking  over  the  property  of  such  corporation 
by  consolidation  or  otherwise;  and  with  such  consent  but 
not  otherwise,  may  loan  money  to  any  corporation  of  which 
they  may  own  a  majority  of  the  capital  stock,  and  may  sub- 
scribe for  or  acquire  additional  stock  or  the  securities  or 
obligations  of  such  corporations ;  and  with  such  consent,  but 
not  otherwise,  may  subscribe  for,  purchase,  and  acquire 
shares  in  the  capital  stock  of  any  corporation  (1)  owning 
or  operating  railways  or  railroads,  or  engaged  in  the  busi- 
ness of  transporting  merchandise,  mails  or  express  matter, 
or  (2)  engaged  in  whole  or  in  part  in  supplying  light,  heat, 
power  or  other  public  service,  or  (3)  manufacturing,  sell- 
ing or  repairing  machines,  equipments,  supplies  or  other 
articles  used  by  corporations  of  either  or  both  of  the  classes 
above  named,  or  (4)  engaged  in  the  business  of  insuring 
corporations  of  any  or  all  of  the  foregoing  classes  against 
loss  by  fire  or  casualty,  or  (5)  engaged  in  the  business  of 
advertising  in  the  cars  or  upon  the  premises  of  railways,  or 
railroad  companies;  and  with  such  consent,  but  not  other- 
wise, may  borrow  money  for  any  of  the  purposes  aforesaid. 
With  the  consent  of  the  holders  of  at  least  two-thirds  of 
each  class  of  shares  outstanding,  at  a  meeting  called  for  that 
purpose,  but  not  otherwise  except  as  herein  otherwise  pro- 
vided, the  Trustees  may  sell,  mortgage,  pledge,  encumber, 
or  dispose  of  any  shares  or  stock  securities  or  other  prop- 
erty from  time  to  time  held  by  them  upon  such  terms  and 
for  such  purposes  as  the  shareholders  at  such  meeting  may 
approve. 

So  far  as  strangers  to  this  trust  are  concerned,  a  reso- 
lution of  the  Trustees  authorizing  a  particular  act  to  be  done 

i8 


shall  be  conclusive  evidence  in  favor  of  such  strangers  that 
such  act  is  within  the  powers  of  the  Trustees,  and  no  pur- 
chaser from  the  Trustees  shall  be  bound  to  see  the  applica- 
tion of  the  purchase  money  or  other  consideration  paid  or 
delivered  by  or  for  said  purchaser  to  or  for  said  Trustees. 

FOURTH.  Stated  meetings  of  the  Trustees  shall  be 
held  at  least  once  a  month,  and  other  meetings  shall  be  held 
from  time  to  time  upon  the  call  of  the  President  or  any 
three  of  the  Trustees.  A  majority  of  the  Board  constitutes 
a  quorum,  and  the  concurrence  of  all  the  Trustees  shall  not 
be  necessary  to  the  validity  of  any  action  done  by  them,  but 
the  wish  of  a  majority  of  the  Trustees  present  and  voting 
at  any  meeting  shall  be  conclusive  except  as  hereinbefore 
specifically  provided.  The  Trustees  may  make,  adopt, 
amend,  or  repeal  such  by-laws,  rules,  and  regulations,  not 
inconsistent  with  the  terms  of  this  instrument,  as  they  may 
,.be  deemed  necessary  or  desirable  for  the  conduct  of  their 
business  and  for  the  government  of  themselves  and  their 
agents,  servants,  and  representatives. 

FIFTH.  The  Trustees  shall  annually  elect  from  among 
their  number  a  President  and  Vice-President  of  the  Board, 
and  shall  also  annually  elect  a  Treasurer  and  Secretary,  and 
they  shall  have  authority  to  appoint  such  other  officers, 
agents,  and  attorneys  as  they  may  from  time  to  time  deem 
necessary  or  expedient  for  the  conduct  of  their  business. 
They  shall  have  authority  to  accept  resignations  and  to  fill 
any  vacancy  in  the  office  of  President,  Vice-President, 
Treasurer,  or  Secretary,  for  the  unexpired  term ;  and  shall 
likewise  have  authority  to  elect  temporary  officers  to  serve 
during  the  absence  or  disability  of  regular  officers.  The 
President,  Vice-President,  Treasurer,  and  Secretary  shall 
have  the  authority  and  shall  perform  the  duties  usually  inci- 
dent to  those  offices  in  the  case  of  corporations,  so  far  as 
applicable  thereto,  and  shall  have  such  other  authority  and 
perform  such  other  duties  as  may  from  time  to  time  be 
determined  by  the  Trustees.  The  Trustees  shall  fix  the 
compensation  of  any,  or  all  officers  and  agents  whom  they 

19 


may  appoint,  and  are  likewise  authorized  to  pay  to  them- 
selves such  compensation  for  their  own  services  as  they  may 
deem  reasonable.  The  Trustees  shall  also  appoint  from 
among  their  number  an  Executive  Committee  of  three  or 
five  persons,  to  whom  they  may  delegate  such  of  the  powers 
herein  conferred  upon  the  Trustees  as  they  may  deem  expe- 
dient, except  so  far  as  those  matters  are  concerned  in 
which  the  concurrent  action  of  at  least  ten  Trustees  is 
required. 

The  Trustees  shall  not  be  liable  for  errors  of  judgment 
either  in  holding  property  originally  conveyed  to  them  or  in 
acquiring  and  afterward  holding  additional  property,  nor 
for  any  loss  arising  out  of  any  investment,  nor  for  any 
act  or  omission  to  act  performed  or  omitted  by  them  in  the 
execution  of  this  trust  in  good  faith,  nor  shall  they  be 
liable  for  the  acts  or  omissions  of  each  other  or  of  any 
officer,  agent,  or  servant  appointed  by  or  acting  for  them, 
and  they  shall  not  be  obliged  to  give  any  bond  to  secure  the 
due  performance  of  this  trust  by  them. 

SIXTH.  Shares  hereunder  shall  be  of  the  par  value 
of  one  hundred  (|100.00)  dollars  each,  and  shall  be  divided 
into  preferred  and  common  shares.  The  preferred  shares 
shall  entitle  the  holder  to  accumulative  semi-annual  divi- 
dends at  the  rate  of  4  per  centum  per  annum,  and  no  more, 
the  same  to  be  paid  or  set  apart  before  any  dividend  shall 
be  paid  or  set  apart  for  the  common  shares;  and  in  case  of 
liquidation,  the  proceeds  of  the  liquidation  shall  be  first 
applied  to  the  payment  to  the  holder  of  preferred  shares, 
of  the  sum  of  one  hundred  dollars  per  share  and  any  accrued 
and  unpaid  dividends  thereon,  and  the  balance  remaining 
thereafter  shall  be  divided  among  the  holders  of  common 
shares  in  proportion  to  their  holdings.  As  evidence  of  the 
ownership  of  said  shares,  the  Trustees  shall  cause  to  be 
issued  to  each  shareholder  a  negotiable  certificate  or  cer- 
tificates, which  certificates  shall  be  in  form  following,  to- 
wit : 


20 


( Form  of  Certificates  of  Common  Shares. ) 
( Form  of  Certificates  of  Preferred  Sliares. ) 

SEVENTH.  In  addition  to  the  shares  to  be  original- 
ly issued  to  the  subscribers  as  hereinbefore  provided,  the 
Trustees  shall  issue  and  sell,  at  public  or  private  sale,  upon 
such  terms  and  for  such  prices  as  they  may  deem  expedient, 
such  additional  preferred  or  common  shares,  or  both,  as 
may  be  necessary  to  provide  means  to  pay  for  the  stock  of 
the  New  Bedford,  Middleborough,  and  Brockton  Street 
liailway  Company,  the  contract  for  the  purchase  of  which 
is  to  be  assigned  to  and  assumed  by  the  Trustees. 

Except  as  aforesaid,  no  share  shall  be  issued  by  the 
Trustees  in  excess  of  the  amount  to  be  originally  issued  to 
the  Subscribers,  as  hereinbefore  stated.  But  the  Trustees 
may  from  time  to  time,  for  the  purpose  of  acquiring  means 
for  the  acquisition  of  additional  property  or  otherwise 
accomplishing  the  purpose  of  this  trust,  with  the  consent 
of  at  least  two-thirds  of  the  preferred  stockholders  and  two- 
thirds  of  the  common  shareholders,  present  and  voting,  at 
any  meeting  called  for  that  purpose,  issue  and  dispose  of 
additional  shares  upon  such  terms  and  in  such  manner  as 
the  shareholders  at  such  meeting  may  determine. 

In  case  of  the  loss  or  destruction  of  any  certificates  of 
shares  issued  by  the  Trustees,  the  Trustees  may,  under  such 
condition  as  they  may  deem  expedient,  issue  a  new  certifi- 
cate or  certificates  in  the  place  of  the  one  lost  or  destroyed. 

EIGHTH.  The  Trustees  may  from  time  to  time  declare 
and  pay  dividends  out  of  the  net  earnings  from  time  to 
time  received  by  them,  but  the  amount  of  such  dividends 
and  the  payment  of  them  shall  be  wholly  in  the  discretion 
of  the  Trustees ;  except  that  the  dividends  on  the  preferred 
shares  shall  be  payable  semi-annually  on  the  first  days  of 
June  and  December  in  each  year,  at  the  rate  of  4  per  cent 
per  annum,  and  no  more,  and  shall  be  cumulative,  and  said 
semi-annual  dividends  shall  be  paid  or  set  apart  before  any 
dividends  are  paid  on  the  common  shares. 


21 


NINTH.  The  fiscal  year  of  the  Trustees  shall  end  on 
the  thirteenth  day  of  September  in  each  year.  Annual 
meetings  for  the  election  of  five  Trustees  and  for  the  trans- 
action of  other  business,  shall  be  held  in  Boston,  on  the 
Wednesday  following  the  first  Monday  of  November,  in 
each  year,  beginning  with  the  year  1900,  of  which  meet- 
ings notice  shall  be  given  by  the  Secretary,  by  mail,  to  each 
shareholder,  at  his  registered  address,  at  least  ten  days 
before  said  meeting. 

Special  meetings  of  the  shareholders  may  be  called  at 
any  time,  upon  seven  days'  notice  given  as  above  stated, 
when  ordered  by  the  President  or  Trustees.  At  all  meet- 
ings of  the  Shareholders,  each  holder  of  shares,  whether 
preferred  or  common,  shall  be  entitled  to  one  vote  for  each 
share  held  by  him,  and  any  shareholder  may  vote  by  proxy. 

No  business  shall  be  transacted  at  any  special  meeting 
of  the  shareholders  unless  notice  of  such  business  has  been 
given  in  the  call  for  the  meeting. 

No  business  except  to  adjourn  shall  be  transacted  at 
any  meeting  of  the  Shareholders  unless  the  holders  of  a 
majority  of  all  the  shares  outstanding  are  present  in  person 
or  by  proxy. 

TENTH.  The  death  of  a  Shareholder  or  Trustee  during 
the  continuance  of  this  trust  shall  not  operate  to  determine 
the  trust,  nor  shall  it  entitle  the  legal  representative  of  the 
deceased  shareholder  to  an  accounting,  or  to  take  any  action 
in  the  courts,  or  elsewhere,  against  the  Trustees;  but  the 
executors,  administrators,  or  assigns  of  any  deceased  share- 
holder shall  succeed  to  the  rights  of  said  decedent  under 
this  trust,  upon  surrender  of  the  certificate  for  the  shares 
owned  by  him. 

The  ownership  of  shares  hereunder  shall  not  entitle 
the  shareholders  to  any  title  in  or  to  the  trust  property 
whatsoever,  or  right  to  call  for  a  partition  or  division  of  the 
same,  or  for  an  accounting. 


22 


ELEVENTH.  The  Trustees  shall  have  no  power  to 
bind  the  shareholders  personally,  and  the  subscribers  and 
their  assigns  and  all  persons  or  corporations  extending 
credit  to,  contracting  with,  or  having  any  claim  against  the 
Trustees  shall  look  only  to  the  funds  and  property  of  the 
trust  for  payment  under  such  contract  or  claim,  or  for  the 
payment  of  any  debt,  damage,  judgment,  or  decree,  or  of 
any  money  that  may  otherwise  become  due  or  payable  to 
them  from  the  Trustees,  so  that  neither  the  Trustees  nor 
the  shareholders,  present  or  future,  shall  be  personally 
liable  therefor. 

In  every  written  order,  contract,  or  obligation  which 
the  Trustees  shall  give  or  enter  into,  it  shall  be  the  duty  of 
the  Trustees  to  stipulate  that  neither  the  Trustees  nor  the 
Shareholders  shall  be  held  to  any  personal  liability  under 
or  by  reason  of  such  order,  contract,  or  obligation. 

TWELFTH.  This  trust  shall  continue  for  the  term 
of  twenty-one  years,  at  which  time  the  then  Board  of  Trus- 
tees shall  proceed  to  wind  up  its  affairs,  liquidate  its  assets, 
and  distribute  the  same  among  the  holders  of  preferred  and 
common  shares  according  to  the  priorities  hereinbefore  ex- 
pressed, PKOVIDED,  HOWEVER,  that  if  prior  to  the  ex- 
piration of  said  period,  the  holders  of  at  least  two-thirds 
of  the  shares  then  outstanding  shall,  at  meeting  called  for 
that  purpose,  vote  to  terminate  or  to  continue  this  trust, 
then  said  trust  shall  either  terminate  or  continue  in  exist- 
ence for  such  further  period  as  may  then  be  determined. 

For  the  purpose  of  winding  up  their  affairs  and  liqui- 
dating the  assets  of  the  trust,  the  then  Board  of  Trustees 
shall  continue  in  office  until  such  duties  have  been  fully 
performed. 

This  agreement  and  declaration  of  trust  may  be 
amended  or  altered  except  as  regards  the  liabilities  of  the 
Trustees  at  any  annual  or  special  meeting  of  the  share- 
holders with  the  consent  of  the  holders  of  at  least  two- 
thirds  of  the  shares  of  each  class  then  outstanding;  pro- 

23 


vided  notice  of  the  proposed  amendment  or  alteration  shall 
have  been  given  in  the  call  for  the  meeting ;  and  in  case  of 
such  alteration  or  amendment,  the  same  shall  be  attached 
to  and  made  a  part  of  this  agreement,  and  a  copy  thereof 
shall  be  filed  with  the  OLD  COLONY  TRUST  COMPANY. 

IN  WITNESS  WHEREOF,  the  said  Gordon  Abbott, 
Charles  Francis  Adams,  2d,  S.  Reed  Anthony,  John  N. 
Beckley,  Amos  F.  Breed,  Everett  W.  Burdett,  Charles  E. 
Cotting,  Eugene  N.  Foss,  Walter  Hunnewell,  Stillman  F. 
Kelley,  E.  Rollins  Morse,  Richard  Olney,  Percy  Parker,  S. 
Endicott  Peabody,  and  Philip  L.  Saltonstall,  Trustees, 
hereinbefore  mentioned,  have  hereunto  set  their  hands  and 
seals,  in  token  of  their  acceptance  of  the  trust  hereinbefore 
mentioned,  for  themselves  and  their  successors,  and  the  said 
E.  Rollins  Morse,  Henry  Russell  Shaw,  Robert  W.  Em- 
mons, 2d,  and  George  W.  Parker,  as  co-partners  under  the 
firm  name  of  E.  Rollins  Morse  and  Brothers,  and  William 
A.  Tucker,  S.  Reed  Anthony,  Philip  L.  Saltonstall,  and 
Nathan  Anthony,  as  co-partners  under  the  firm  name  of 
Tucker,  Anthony  and  Company,  Subscribers,  have  hereunto 
set  their  hands  and  seals,  in  token  of  their  assent  to  and 
approval  of  said  terms  of  trust,  for  themselves  and  their 
assigns,  the  day  and  year  first  above  written. 

(Signed) 

E.  Rollins  ^lorse,  .  (jq-PARTNERS  UNDER  THE 

Henry  Russell  Shaw  ,  ^^^^  ^^^^^  ^p  ^  ROLLINS. 

Robert  W .  Emmons,  2d,  ^^^^^  ^  BROTHERS. 

George  W.  Parker,  J 


William  A.  Tucker, 
S.  Reed  Anthony, 
Philip  L.  Saltonstall, 
Nathan  Anthony, 


CO-PARTNERS  UNDER  THE 

FIRM    NAME    OF    TUCKER, 

ANTHONY  &  COMPANY. 


24 


Gordon  Abbott, 
Charles  F.  Adams,  2d, 
S.  Reed  Anthony, 
John  N.  Beckley, 
Amos  F.  Breed, 
Everett  W.  Burdett, 
Charles  E.  Cotting^ 
Eugene  N.  Foss, 
Walter  Hunnewell, 
Stillman  F.  Kelley, 
E.  Rollins  Morse, 
Richard  Olney, 
Percy  Parker, 
S.  E.  Peabody, 
Philip  L.  Saltonstall. 


Agreement  and 
Declaration  of  Trust  of  the 

MASSACHUSETTS  ELECTRIC  COMPANIES. 

For  three  years : 

Richard  Olney,  Eugene  N.  Foss, 

Charles  E.  Cotting,  Percy  Parker, 

Charles  Francis  Adams,  2d. 

For  two  years : 

Gordon  Abbott,  John  N.  Beckley, 

Amos  F.  Breed,  Stillman  F.  Kelley, 

Walter  N.  Hunnewell. 

For  one  year : 

S.  Endicott  Peabody,  Everett  W.  Burdett 

S.  Reed  Anthony,  Philip  L.  Saltonstal 

E.  Rollins  Morse. 


25 


OFFICERS. 

President — Ames  F.  Breed. 
Vice-President— Charles  E.  Getting. 
Secretary — Everett  W.  Burdett. 
Treasurer — Joseph  H.  Goodspeed. 
General  Manager — P.  F.  SulliYan. 

Executive  Committee: 

Gordon  Abbott,  Chairman, 
Charles  F.  Adams,  2d,  Percy  Parker, 

Eugene  N.  Foss,  Philip  L.  Saltonstall. 


26 


INDEX 


References  are  to  Pages. 


A. 


Acknowledgment  to  Declaration  of  Trust,  Same  as  of  Deed 11 

Advantages  of  Incorporation  Compared  With  Trust  Agreements . .  5-7 

Advantages  of  the  Trust  Method  Over  Incorporation 7 

Amendments  to  Trust  Agreements — 

How  Made    13-14,  23-24 

To  Be  Recorded 10 

To  Be  Filed 24 

Application  of  Trust  Funds,  Liability  of  Third  Parties  to  See  to, 

How  Limited   14, 19 

B. 

By-Laws  Adopted  by  Trustees 19 

C. 

Certificates  of  Stock  to  Cestuis  Qui  Trust 6,  9 

Committee,  Executive,  May  Be  Chosen  by  Trustees 20 

Common  Law,  Organization  Under,  as  Protection 4 

Compensation  of  Trustees 9-10 

Continued  Existence,  as  Advantage  of  Incorporation 5 

How  Limited  in  Trust  Agreement 23 

D. 

Death  of  Member  Will  Not  Terminate  Trust 22 

Dividends,  How  Declared  and  Paid 21 

Directors  of  Corporations  and  Trustees  Compared 6 

Dissolution  of  Trust  Compared  With  Dissolution  of  Corporation..  7 

E. 

Eliot  vs.  Freeman  et  al 3,  7 

Evidence  of  Regularity  of  Meeting 10-11 

Executive  Committee  of  Trustees 20 

Existence  of  Trust,  Limiting  Time  of 11 

27 


F. 

Fiscal  Year,  Provided  for  in  Trust  Agreements 22 

Fixed  Interest  Rates  on  Certificates  May  Be  Provided  For 9 

Form  of  Declaration  of  Trust  to  Handle  Personal  Property 15-26 

To  Hold  Real  Estate g.]4 

Franchise  Taxes,  Trust  Agreements  Not  Subject  to 7 

H. 

Holding  Companies,  Powers  of  May  Be  Provided  in   Trust   Agree- 
ments     7 

Form   Providing  For ig 

Hussey  vs.  Arnold  et  al g 

J. 

Joint  Stock  Companies  Distinguished  From  Trust  Agreements . .        4 

L. 

Liability  of  Trustees  and  Shareholders,  How  Limited ...  8-9,  17,  20,  23 

Litigation,  in  Corporate  Name  as  Advantage  of  Incorporation 7 

Brought  and  Defended  by  Trustees 18 

Lost  Certificates,  New  May  Be  Issued  for,  by  Trustees 21 

M. 

Maine  Baptist  Missionary  Convention  vs.  Cotting  et  al 3,  7 

Management  of  Trusts  in  Hands  of  Trustees 17 

Massachusetts  Electric  Companies,  Form  of  Organization 15-26 

Meetings,  Safety  and  Convenience  of 6 

Of  Shareholders,  How  Called 10 

Of  Trustees   19 

Mortgages,  Powers  of  Trustees  in  Respect  to 6 

Mortgagee  Relieved   From  Liability    to    See    to    Application    of 

Money  Loaned    14 

N. 

Notice  of  Meetings   10, 22 

O. 

Officers  of  Trust  Estate,  Chosen  and  Named  Same  as  of  Corpora- 
tions    19.20 

Olney,  Richard,  Reputed  Author  of  Trust  Agreement  of  Massa- 
chusetts Electric  Companies   4 

P. 

Partition,  Right  of  Denied  to  Shareholders 22 

Perpetuities,  Rule  Against,  How  Avoided  by  Trust  Agreements..        5 

Personal  Liability  Limited  in  Trust  Agreements 5 

Preferred  Shares,  Provided  for  in  Trust 20-21 

Promoters,  Compensation  of.  Provided  for  in  Trust  Agreement. .        9 
Proxy,  Shareholders  in  Trust  May  Vote  by 10,  22 

28 


R. 

Real  Estate  Business,  General  Laws  of  Massachusetts  do  Not  Per- 
mit  Incorporation    for 3 

Reports  Required  of  Corporations  as  Such,  Not  Required  of  Trusts  7 

Resolution  Authorizing  Trustees  to  Borrow  Money 14 

Rule  Against  Perpetuities,  Violation  of,  How    Avoided    in    Trust 

Agreements  5 

S. 

Seal  May  Be  Adopted  by  Trustees,  Equivalent  to  Corporate  Seal . .      17 
Shares  in  Trust,  Transferable  6 

T. 

Taxation    of    Corporations    as    Such   Does   Not   Apply    to    Trust 

Agreements  7 

Trustees,  Liability  of.  How  Limited 20 

U. 

Unissued  Shares  in  Trust  May  be  Provided  for 21 

V. 

Vacancies  in  Number  of  Trustees,  How  Filled 10,  11,  17 


29 


LAW  LIBRARY 
UNIVERSITY  ©F  CALIFORNIA 
LOS  AN4 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 

Los  Angeles 
This  book  is  DUE  on  the  last  date  stamped  below. 


